UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 41 )*
LIN Broadcasting Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
0005327630
(CUSIP Number)
Marilyn J. Wasser Andrew A. Quartner
AT&T Corp. McCaw Cellular Communications, Inc.
32 Avenue of the Americas 1150 Connecticut Ave., NW
New York, NY 10013-2412 Washington, DC 20036
(212) 387-5400 (202) 223-9222
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 17, 1995
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are sent.<PAGE>
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))<PAGE>
<PAGE>
This Amendment No. 41 (the "Amendment") amends the Schedule
13D filed on April 7, 1988, as previously amended (the "Schedule
13D"), with regard to the Common Stock, par value $0.01 per share
("Common Stock"), of LIN Broadcasting Corporation, a Delaware
corporation ("LIN" or "the Issuer"), as set forth below.
Capitalized terms used without definition in this Amendment shall
have the meanings ascribed thereto in the Schedule 13D.
Item 4 - Purpose of Transaction
The information contained in Item 4 of the Schedule 13D is
hereby supplemented by the following:
On February 17, 1995, two purported class actions were filed
in the Delaware Chancery Court against the Reporting Persons
and LIN, entitled Fried v. MMM Holdings, Inc., et al., and
Blake v. AT&T Corp., et al. (the "Delaware Complaints"). On
February 21, 1995, a purported class action was filed in New
York State Supreme Court against AT&T and its directors
entitled Katz v. Robert E. Allen, et al. (the "New York
Complaint"). The Delaware Complaints allege that the
Reporting Persons have violated their fiduciary duties, and
one of the Delaware Complaints alleges that the Reporting
Persons have violated their obligations under the PMVG, in
each case by virtue of, among other things, Morgan Stanley's
view that the private market value of LIN as defined under
the PMVG is $105 per share. The New York Complaint
similarly alleges that AT&T and its directors have violated
their fiduciary duties by virtue of, among other things,
Morgan Stanley's determination under the PMVG. The
Reporting Persons believe that the complaints are without
merit.
On February 21, 1995, AT&T and LIN announced that
Wasserstein, Perella & Co., Inc. has been engaged as the
Mutually Designated Appraiser under the PMVG.
<PAGE>
<PAGE>
SIGNATURE
The undersigned hereby agree that this Amendment to Schedule
13D is filed on behalf of each of them and, after reasonable
inquiry and to the best of their knowledge and belief, certify
that the information set forth in this statement is true,
complete and correct.
AT&T CORP.
By:
-----------------------------
Date: February 22, 1995 Marilyn J. Wasser
Vice President-Law and Secretary
McCAW CELLULAR COMMUNICATIONS, INC.
By:
-----------------------------
Date: February 22, 1995 Andrew A. Quartner
Senior Vice President-Law
MMM HOLDINGS, INC.
By:
-----------------------------
Date: February 22, 1995 Andrew A. Quartner
Senior Vice President-Law
